NEW YORK and RESEARCH TRIANGLE PARK, N.C. -- Pfizer Animal Health, a division of Pfizer Inc, has agreed to acquire Embrex, Inc., an international agricultural biotechnology company known for its Inovoject(R) vaccine-delivery systems.

Under the terms of the agreement, Pfizer will acquire through a merger 100 percent of the equity of Embrex for $17 per share in cash, making Embrex a wholly-owned subsidiary of Pfizer Inc. The transaction has an aggregate equity purchase price of approximately $155 million.

The acquisition is subject to approval by the shareholders of Embrex, other customary closing conditions, clearance under the Hart-Scott-Rodino Antitrust Improvements Act and certain foreign filings. The two companies expect to complete the acquisition in the first quarter of 2007.

In 2005, Embrex reported revenues of $52.5 million, up 8 percent over 2004. Sales outside the United States accounted for 37 percent of total revenues. Shares of Embrex common stock closed at $11.92 on Tuesday, November 14, 2006.

"This acquisition represents an excellent opportunity to leverage Embrex's innovative technologies and for Pfizer to reenter the poultry business," said Juan Ramon Alaix, president, Pfizer Animal Health. "Given the strength and breadth of our current non-poultry product lines and our industry leadership in research, we are confident that Embrex is a strong strategic fit for Pfizer's business model and our robust new-product pipeline."

"Biologicals are a rapidly growing segment of Pfizer Animal Health's overall sales," Alaix added. "We are excited by the chance to dedicate a portion of our research investment to discover and develop new vaccines that will address unmet needs of poultry producers and their birds."

Randall L. Marcuson, Embrex president and CEO, said, "Embrex, founded in North Carolina in 1985, pioneered the development and use of in ovo injection technology, an approach that improved the consistency and reliability of vaccine delivery in the poultry industry. As a key addition to Pfizer Animal Health, Embrex welcomes the growth opportunities afforded by Pfizer's financial and research resources."

With 2005 sales of $2.2 billion, Pfizer Animal Health is a global leader in discovering, developing and marketing medicines and vaccines for livestock, including beef and dairy cattle and swine, and companion animals. Since selling off its feed-additive business in 2000 to focus on more innovative products, Pfizer has not served the poultry market.

Embrex is best known for its Inovoject(R) system, now used to vaccinate more than 80 percent of the poultry raised in North America against Marek's disease. Embrex is also active in developing new poultry vaccines and vaccine-delivery technologies.

SOURCE: Pfizer Animal Health via PR Newswire.